Mutual Non-Circumvention, Non-Disclosure
& Non-Competition Agreement

This Mutual Non-Circumvention, Non-Disclosure, and Non-Competition Agreement (this "Agreement") is made and entered into as of the date of electronic signature below (the "Effective Date"), by and between: Vein Life IV LLC, a Florida limited liability company, with its principal place of business at its registered address ("Vein Life" or the "Disclosing Party"); AND The undersigned individual or entity (the "Receiving Party"). Vein Life and the Receiving Party may be referred to herein individually as a "Party" and collectively as the "Parties."

WHEREAS, Vein Life has developed and owns a comprehensive, proprietary business model, brand, and operational system for establishing and supporting premium medical wellness clinics specializing in intravenous (IV) therapy, intramuscular (IM) injections, NAD+ longevity treatments, telehealth consultations, and related health and wellness services (the "Business Model"); WHEREAS, Vein Life is prepared to disclose certain confidential, proprietary, and trade secret information to the Receiving Party for the sole and limited purpose of evaluating a potential business relationship, specifically the opportunity to license the Vein Life brand and Business Model (the "Permitted Purpose"); WHEREAS, the Confidential Information to be disclosed includes, without limitation, investor presentations, licensing prospectuses, financial projections, proprietary formulations, pricing models, supplier relationships, technology platforms, clinical protocols, marketing strategies, and other trade secrets that represent significant investment and competitive advantage; WHEREAS, the Parties wish to ensure that the disclosed information remains strictly confidential and is not used to the detriment of Vein Life, including by circumvention of Vein Life, unauthorized disclosure, or by direct or indirect competition; NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the disclosure of Confidential Information, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.1. For the purposes of this Agreement, "Confidential Information" shall mean any and all information, data, materials, documents, and communications, in any form or medium whatsoever (whether written, oral, visual, electronic, digital, or otherwise), that is disclosed, provided, or made accessible by Vein Life to the Receiving Party, whether before or after the Effective Date of this Agreement. Confidential Information includes, but is in no way limited to, the following categories: (a) Business and Financial Information: The entirety of the Vein Life investor presentations, licensing prospectuses, licensing and fee structures (including the one-time setup fee, monthly licensing fee, and royalty structure), revenue and profit projections, pro forma financial statements and models (including "Good," "Better," and "Best" scenario projections), cost-of-goods-sold (COGS) data for each product and service, profit margin analyses, pricing strategies (including VIP pricing tiers), fixed and variable cost models, expense breakdowns, telehealth recurring revenue models, churn rate data, and any other financial information of any kind. (b) Proprietary Formulations and Clinical Protocols: The names, compositions, ingredients, dosages, preparation methods, and administration protocols for all of Vein Life's signature IV drip formulas (including, without limitation, Myers Cocktail, Go Go Tonic, Cold-Buster Cola, New Day Tonic, Man Up Malt, Metabo Elixir, Pin-Up Glow, Muscle Malt, Shape Up Tonic, After Party Float, and Pressure Pop), as well as all NAD+ treatment protocols, IM injection protocols, and any other clinical or treatment protocols developed or utilized by Vein Life. (c) Operational and Business Model Information: The complete Vein Life Business Model, including all operational procedures, the 50-State Telehealth Plan and its associated compliance infrastructure, the Management Services Organization (MSO) structure, Master Services Agreement (MSA) frameworks, provider group legal structures, LegitScript certification processes, Good Faith Exam (GFE) processes, Medical Director placement methodologies, patient acquisition and retention strategies, and all other operational know-how. (d) Technology, Systems, and Software: All information related to Vein Life's proprietary or licensed software platforms, including its clinic management system (scheduling, billing, and patient records), the integrated Medical Purchasing Portal, patient portal, Electronic Health Record (EHR) system, and any other technology systems, tools, or platforms used in the operation of the business. (e) Marketing, Brand, and Customer Information: All marketing strategies, marketing materials, brand assets (including the Vein Life name, logos, trade dress, and visual identity), advertising methods, customer acquisition funnels, customer data, patient demographic information, promotional campaigns, social media strategies, and any other information related to the marketing and promotion of the Vein Life brand. (f) Supplier, Vendor, and Partner Relationships: The identities of and relationships with all suppliers, vendors, and partners, including but not limited to 503A and 503B licensed and accredited compounding pharmacies, medical supply vendors, technology providers, compliance partners (including LegitScript), and any other third-party relationships. (g) Staffing and Human Resources: All methods, processes, and materials related to staff hiring, recruitment, vetting, training, management, compensation structures, and the deployment of staffing resources, including training manuals, standard operating procedures, and onboarding materials. (h) Intellectual Property: All trade secrets, know-how, inventions, concepts, ideas, business methods, processes, techniques, algorithms, and any other intellectual property, whether registered or unregistered, owned, developed, or utilized by Vein Life. (i) Derived Information: Any notes, analyses, compilations, studies, summaries, extracts, or other documents or materials prepared by the Receiving Party or its representatives that contain, reflect, or are based on, in whole or in part, any of the Confidential Information described above. 1.2. Exclusions. Confidential Information shall not include information that the Receiving Party can demonstrate by clear and convincing evidence: (i) was publicly known and generally available in the public domain at the time of disclosure through no wrongful act, omission, or fault of the Receiving Party; (ii) was already lawfully in the Receiving Party's possession without restriction on disclosure prior to disclosure by Vein Life, as evidenced by contemporaneous written records; (iii) was independently developed by the Receiving Party without use of or reference to any Confidential Information, as evidenced by contemporaneous written records; or (iv) was rightfully received by the Receiving Party from a third party who was not under any obligation of confidentiality to Vein Life with respect to such information. 1.3. Compelled Disclosure. If the Receiving Party is compelled by law, regulation, or legal process to disclose any Confidential Information, the Receiving Party shall provide Vein Life with prompt written notice of such requirement prior to disclosure (to the extent legally permitted) so that Vein Life may seek a protective order or other appropriate remedy. The Receiving Party shall disclose only that portion of the Confidential Information that is legally required to be disclosed and shall use commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed information.

2.1. Non-Disclosure. The Receiving Party shall hold all Confidential Information in the strictest confidence and shall not, without the prior written consent of Vein Life, disclose, publish, or otherwise reveal any Confidential Information to any third party, including but not limited to any individual, entity, business partner, investor, advisor, consultant, or family member. The Receiving Party shall use at least the same degree of care to protect the Confidential Information as it uses to protect its own most sensitive confidential information, but in no event less than a reasonable degree of care. 2.2. Use Restriction. The Receiving Party shall use the Confidential Information solely and exclusively for the Permitted Purpose (i.e., evaluating the potential licensing opportunity with Vein Life) and for no other purpose whatsoever. Without limiting the generality of the foregoing, the Receiving Party shall not use the Confidential Information to: (a) establish, operate, or support any business that competes with Vein Life; (b) develop any product, service, or business model that is the same as, similar to, or derived from the Business Model; (c) solicit or service any customers or patients for medical services similar to those offered by Vein Life; or (d) gain any commercial, competitive, or strategic advantage over Vein Life. 2.3. Limited Disclosure to Representatives. The Receiving Party may disclose Confidential Information only to those of its officers, directors, employees, attorneys, accountants, and financial advisors (collectively, "Representatives") who: (a) have a genuine need to know such information for the Permitted Purpose; and (b) have been informed of the confidential nature of the information and have agreed in writing to be bound by obligations of confidentiality no less restrictive than those set forth in this Agreement. The Receiving Party shall be fully responsible and liable for any breach of this Agreement by any of its Representatives. 2.4. No Copies or Reproductions. The Receiving Party shall not copy, reproduce, photograph, scan, transcribe, or otherwise duplicate any Confidential Information, in whole or in part, without the prior written consent of Vein Life, except as reasonably necessary for the Permitted Purpose. 2.5. Security Measures. The Receiving Party shall implement and maintain reasonable and appropriate physical, technical, and administrative security measures to protect the Confidential Information from unauthorized access, use, disclosure, alteration, or destruction.

3.1. The Receiving Party hereby irrevocably agrees that it will not, directly or indirectly, circumvent, avoid, bypass, or attempt to circumvent, avoid, or bypass Vein Life in any manner whatsoever, including but not limited to: (a) Initiating, developing, or maintaining contact with any of Vein Life's employees, independent contractors, medical directors, clinical staff, suppliers, pharmacy partners, technology vendors, compliance partners, or any other business relation, contact, or source that was introduced, identified, or made available by Vein Life, for the purpose of pursuing any transaction, business opportunity, or commercial arrangement related to the Business Model or the services offered by Vein Life; (b) Contacting or engaging any of Vein Life's 503A or 503B licensed pharmacy suppliers for the purpose of sourcing IV compounds, IM injection compounds, NAD+ products, or any other medical products or supplies similar to those utilized by Vein Life; (c) Engaging any technology provider, software vendor, or platform provider identified through the Confidential Information for the purpose of replicating or approximating Vein Life's technology infrastructure; (d) Utilizing any compliance framework, LegitScript certification process, MSO structure, or provider group arrangement disclosed by Vein Life to establish or support a competing or similar business; or (e) Otherwise interfering with, diverting, or attempting to divert any business, opportunity, or relationship of Vein Life for the benefit of the Receiving Party or any third party. 3.2. The obligations set forth in this Section 3 shall apply for the duration of the Restricted Period (as defined in Section 4) and shall survive the termination or expiration of this Agreement.

4.1. Non-Competition. In consideration of the disclosure of Confidential Information and the opportunity to evaluate the Vein Life licensing model, the Receiving Party agrees that for a period of twelve (12) months from the Effective Date of this Agreement (the "Restricted Period"), the Receiving Party shall not, directly or indirectly, whether individually, through any entity, partnership, joint venture, or in association with any other person or entity, anywhere in the United States of America: (a) Own, manage, operate, control, be employed by, participate in, invest in, consult for, lend money to, or otherwise engage in or be connected with any business that provides IV therapy, IV hydration, IV vitamin infusion, IM injection, NAD+ treatment, or related wellness or medical aesthetic services; (b) Offer, provide, market, advertise, or sell any medical services, wellness services, or health services that are competitive with those offered by Vein Life; (c) Establish, develop, license, franchise, or otherwise create any brand or business that provides services substantially similar to the Business Model; (d) Service, solicit, contact, or attempt to service or solicit any customers or patients for any of the services described in this Section; (e) Replicate, copy, reverse-engineer, or otherwise exploit any part of the Confidential Information to establish or enhance any competing business; or (f) Assist, advise, finance, or encourage any other person or entity in doing any of the foregoing. 4.2. Non-Solicitation of Employees and Contractors. During the Restricted Period, the Receiving Party shall not solicit, recruit, hire, or induce any employee or contractor of Vein Life to leave their engagement. 4.3. Non-Solicitation of Suppliers and Partners. During the Restricted Period, the Receiving Party shall not solicit or engage any supplier, vendor, or partner of Vein Life identified through the Confidential Information. 4.4. Acknowledgment of Reasonableness. The Receiving Party acknowledges that the restrictions set forth in this Section 4 are reasonable and necessary to protect the legitimate business interests of Vein Life.

5.1. Upon the written request of Vein Life, or upon the Receiving Party's decision not to proceed with the Permitted Purpose, or upon the termination or expiration of this Agreement, the Receiving Party shall promptly (and in no event later than five (5) business days): (a) Return to Vein Life all original documents, materials, and tangible items containing or embodying Confidential Information; (b) Permanently destroy all copies, reproductions, summaries, analyses, notes, and other materials that contain, reflect, or are derived from Confidential Information; and (c) Provide Vein Life with a written certification confirming that all Confidential Information has been returned or destroyed. 5.2. Notwithstanding the return or destruction of Confidential Information, the Receiving Party's obligations of confidentiality, non-circumvention, and non-competition under this Agreement shall continue in full force and effect.

6.1. Term. This Agreement shall become effective on the Effective Date and shall remain in full force and effect until terminated by mutual written agreement of the Parties. 6.2. Survival of Confidentiality Obligations. The obligations of confidentiality and non-disclosure set forth in Sections 1 and 2 of this Agreement shall be perpetual and shall survive the termination or expiration of this Agreement indefinitely. 6.3. Survival of Restrictive Covenants. The obligations of non-circumvention (Section 3) and non-competition and non-solicitation (Section 4) shall remain in effect for the full duration of the Restricted Period (twelve (12) months from the Effective Date), regardless of whether this Agreement is otherwise terminated.

7.1. Irreparable Harm. The Receiving Party acknowledges and agrees that any breach or threatened breach of this Agreement will cause irreparable harm to Vein Life for which monetary damages alone would be an inadequate remedy. 7.2. Injunctive Relief. In the event of any breach, Vein Life shall be entitled to seek immediate injunctive relief without the necessity of proving actual damages and without the requirement of posting a bond. 7.3. Cumulative Remedies. The remedies provided shall be cumulative and in addition to any and all other remedies available at law or in equity. 7.4. Liquidated Damages. Any violation of the non-competition provisions shall entitle Vein Life to liquidated damages in the amount of One Hundred Thousand Dollars ($100,000.00) per violation. 7.5. Extension of Restricted Period. If the Receiving Party violates any restrictive covenants, the Restricted Period shall be automatically extended by the duration of such violation.

The Receiving Party shall indemnify, defend, and hold harmless Vein Life, its members, managers, officers, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or resulting from any breach or alleged breach of this Agreement by the Receiving Party or any of its Representatives.

9.1. No License or Rights Granted. Nothing in this Agreement shall be construed as granting any license, right, title, or interest to the Receiving Party under any intellectual property right of Vein Life. 9.2. No Obligation to Proceed. Nothing in this Agreement shall obligate either Party to enter into any further agreement or business relationship. 9.3. Governing Law and Jurisdiction. This Agreement shall be governed by the laws of the State of Florida. The Parties consent to the exclusive jurisdiction of the state and federal courts located in the State of Florida. 9.4. Entire Agreement. This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof. 9.5. Amendments. This Agreement may not be amended except by a written instrument signed by both Parties. 9.6. Severability. If any provision is found invalid, the remaining provisions shall continue in full force and effect. 9.7. Waiver. No waiver shall be effective unless in writing and signed by the Party against whom it is sought. 9.8. Assignment. The Receiving Party may not assign this Agreement without prior written consent of Vein Life. 9.9. Notices. All notices shall be in writing and delivered personally, by certified mail, overnight courier, or email with confirmed receipt. 9.10. Counterparts. This Agreement may be executed in counterparts. Electronic signatures shall be deemed original. 9.11. Relationship of the Parties. Nothing herein creates a partnership, joint venture, agency, or employment relationship. 9.12. Attorneys' Fees. The prevailing Party shall be entitled to recover reasonable attorneys' fees.